Texas Codes

Tex. Bus. Orgs. Code § 153.152 (2026)

General Powers And Liabilities Of General Partner

✓ current as of May 2026
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Sec. 153.152. GENERAL POWERS AND LIABILITIES OF GENERAL PARTNER. (a) Except as provided by this chapter, the other limited partnership provisions, or a partnership agreement, a general partner of a limited partnership:

(1) has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners; and

(2) has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.

(b) Except as provided by this chapter or the other limited partnership provisions, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to a person other than the partnership and the other partners.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Notes of Decisions
Cited in 19 cases (4 in the last 5 years), 2011–2024 · leading case: the Peterson Grp., Inc., PGI Dev. Grp., LP, & Wellington Yu v. PLTQ Lotus Grp., L.P. & Cubo Grp., L.L.C., 417 S.W.3d 46 (Tex. App. 2013).
the Peterson Grp., Inc., PGI Dev. Grp., LP, & Wellington Yu v. PLTQ Lotus Grp., L.P. & Cubo Grp., L.L.C., 417 S.W.3d 46 (Tex. App. 2013). “TEX. BUS. ORGS. CODE § 153.152(b) (West 2012).”
Forney 921 Lot Dev. Partners I, L.P. v. Paul Taylor Homes, Ltd., 349 S.W.3d 258 (Tex. App. 2011). “152 (b) (West 2010) (“Except as provided by this chapter or the other limited partnership provisions, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to a person other than the partnership and the other…”
Greystar, LLC v. Melissa Adams, 426 S.W.3d 861 (Tex. App. 2014). “Tex. Bus. ORG.Code Ann. § 153.152 (West 2012).”
In Re Immobiliere Jeuness Establissement, 422 S.W.3d 909 (Tex. App. 2014). “See Tex. Bus. Orgs.Code Ann. § 153.152 (West 2012).”
Courtland Bldg. Co., Inc. v. Jalal Fam. P'ship, Ltd, Sohail Jalal, Individually & Yasmeen Jalal, Individually, 403 S.W.3d 265 (Tex. App. 2012). “See Tex. Bus. Orgs. Code Ann. § 153.152 (b) (West 2012) (stating that, with certain exceptions, "a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to a person other than the partnership and the other partners”);…”
Prospect Energy Corp. v. Dallas Gas Partners, LP, 761 F. Supp. 2d 579 (S.D. Tex. 2011). “Tex. Bus. Org. Code § 153.152. Prospect urges that it was damaged by Defendants’ lawsuit, which has been found to be meritless as a matter of law, and by their continuing vexatious and improper tactics, including the premature appeal of an interlocutory summary judgment after…”
Doctors Hosp. at Renaissance, Ltd. & RGV MED, LLC v. Jesus Jaime Andrade & Jessica Andrade, 512 S.W.3d 391 (Tex. App. 2015). “Tex. Bus. Orgs. Code Ann. § 153.152 (b) (West, Westlaw through ch.”
Doctors Hosp. at Renaissance, Ltd. & RGV MED, LLC v. Jesus Jaime Andrade & Jessica Andrade (Tex. App. 2015). · cites it 3× “13, 16, 21 TEX. BUS. ORG. CODE § 152.0551 ..........”
Mansour Al-Saud v. Youtoo Media,L.P. (5th Cir. 2018). “But there was nothing wrong with the jury’s finding that the contract required Youtoo to return the $3 million (or at least Youtoo does not appeal that finding).”
Impact Floors of Texas, L.P. & IFT, Inc. v. at Your Disposal, Inc. (Tex. App. 2019). “Similarly, because a factfinder has not yet decided whether a valid written contract exists, it would be premature to decide whether the alleged contract’s liquidated damages clause is valid, as this decision would be advisory. 10 erred in not dismissing all claims against IFT.”
Austin Tapas, LP D/B/A Malaga Tapas & Bar, & Greg Schnurr v. Performance Food Grp., Inc. (Tex. App. 2019). “denied) (noting general partners of limited partnership are jointly and severally liable with each other and with partnership for partnership debts); see also Tex. Bus. Orgs. Code § 153.152(b) (“Except as provided by this chapter or the other limited partnership provisions, a…”
— Tex. Bus. Orgs. Code § 153.152(a) — 1 case
— Tex. Bus. Orgs. Code § 153.152(a)(1) — 1 case
Happy Hollow Ranch, LP v. Howley (Bankr. N.D. Tex. 2024).
— Tex. Bus. Orgs. Code § 153.152(a)(2) — 1 case
Impact Floors of Texas, L.P. & IFT, Inc. v. at Your Disposal, Inc. (Tex. App. 2019). “Similarly, because a factfinder has not yet decided whether a valid written contract exists, it would be premature to decide whether the alleged contract’s liquidated damages clause is valid, as this decision would be advisory. 10 erred in not dismissing all claims against IFT.”
— Tex. Bus. Orgs. Code § 153.152(b) — 6 cases
the Peterson Grp., Inc., PGI Dev. Grp., LP, & Wellington Yu v. PLTQ Lotus Grp., L.P. & Cubo Grp., L.L.C., 417 S.W.3d 46 (Tex. App. 2013). “TEX. BUS. ORGS. CODE § 153.152(b) (West 2012).”
Mansour Al-Saud v. Youtoo Media,L.P. (5th Cir. 2018). “But there was nothing wrong with the jury’s finding that the contract required Youtoo to return the $3 million (or at least Youtoo does not appeal that finding).”
Austin Tapas, LP D/B/A Malaga Tapas & Bar, & Greg Schnurr v. Performance Food Grp., Inc. (Tex. App. 2019). “denied) (noting general partners of limited partnership are jointly and severally liable with each other and with partnership for partnership debts); see also Tex. Bus. Orgs. Code § 153.152(b) (“Except as provided by this chapter or the other limited partnership provisions, a…”
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